0001213900-22-056724.txt : 20220916
0001213900-22-056724.hdr.sgml : 20220916
20220916213651
ACCESSION NUMBER: 0001213900-22-056724
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220915
FILED AS OF DATE: 20220916
DATE AS OF CHANGE: 20220916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Chen Brian
CENTRAL INDEX KEY: 0001941071
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39783
FILM NUMBER: 221249267
MAIL ADDRESS:
STREET 1: 220 SOUTH SIXTH STREET
STREET 2: SUITE 1200
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: FOXO TECHNOLOGIES INC.
CENTRAL INDEX KEY: 0001812360
STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311]
IRS NUMBER: 851050265
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 729 WASHINGTON AVE. N
STREET 2: SUITE 600
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55401
BUSINESS PHONE: (612) 562-9447
MAIL ADDRESS:
STREET 1: 729 WASHINGTON AVE. N
STREET 2: SUITE 600
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55401
FORMER COMPANY:
FORMER CONFORMED NAME: Delwinds Insurance Acquisition Corp.
DATE OF NAME CHANGE: 20200518
4
1
ownership.xml
X0306
4
2022-09-15
0
0001812360
FOXO TECHNOLOGIES INC.
FOXO
0001941071
Chen Brian
C/O BRIAN CHEN
729 WASHINGTON AVE. N., SUITE 600
MINNEAPOLIS
MN
55401
0
1
0
0
Chief Science Officer
Common Stock
2022-09-15
4
A
0
760000
A
760000
D
Stock Option (right to buy)
6.51
2022-09-15
4
A
0
672264
0.00
A
2026-04-13
Class A Common Stock
672264
672264
D
Stock Option (right to buy)
6.51
2022-09-15
4
A
0
4480
0.00
A
2026-08-09
Class A Common Stock
4480
4480
D
Stock Option (right to buy)
15.76
2022-09-15
4
A
0
2
0.00
A
2027-01-27
Class A Common Stock
2
2
D
In connection with the Merger (as defined below), the reporting person received a restricted share award equal to 760,000 shares of Class A common stock of the Issuer pursuant to the terms and conditions of the FOXO Technologies Inc. Management Contingent Share Plan (the "MIP"). The restricted share award is subject to the following three service-based vesting conditions (i) 60% of the award will become vested on the 3rd anniversary of the Closing Date (as defined below) if the reporting person is still employed by the Issuer on such date, (ii) ) 20% of the award will become vested on the 4th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date, and (iii) the final 20% of the award will become vested on the 5th anniversary of the Closing Date if the reporting person is still employed by the Issuer on such date. In addition, 1/3 of the restricted share award will become vested upon the satisfaction of certain performance-based conditions as further described in the MIP.
The stock option was received in exchange for a stock option to purchase 1,157,405 shares of Class A common stock of FOXO Technologies Operating Company ("FOXO") in connection with the merger of FOXO with and into a wholly owned subsidiary of the Issuer (the "Merger"), which closed on 9/15/2022 (the "Closing Date"). As of the Closing Date, 667,085.48 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 12/31/2023.
The stock option was received in exchange for a stock option to purchase 7,713 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 1,617.78 of the shares of Class A common stock of the Issuer subject to the stock optionss were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 8/9/2024.
The stock option was received in exchange for a stock option to purchase 5 shares of Class A common stock of FOXO in connection with the Merger. As of the Closing Date, 0.39 of the shares of Class A common stock of the Issuer subject to the stock options were vested, and, thereafter, the remaining number of shares subject to the stock options shall vest in equal monthly installments until fully vested on 1/27/2025.
/s/ Brian Chen
2022-09-16